Filed pursuant to 424(b)(3)
Registration No. 333-176775
SUPPLEMENT NO. 23
DATED FEBRUARY 26, 2014
TO THE PROSPECTUS DATED OCTOBER 18, 2012
OF INLAND REAL ESTATE INCOME TRUST, INC.
This Supplement No. 23 supplements, and should be read in conjunction with, the prospectus of Inland Real Estate Income Trust, Inc., dated October 18, 2012, as previously supplemented by Supplement No. 11 dated April 16, 2013 (which superseded and replaced all prior supplements), Supplement No. 12 dated April 29, 2013, Supplement No. 13 dated May 14, 2013, Supplement No. 14 dated May 22, 2013, Supplement No. 15 dated July 16, 2013, Supplement No. 16 dated August 16, 2013, Supplement No. 17 dated October 4, 2013, Supplement No. 18 dated October 9, 2013, Supplement No. 19 dated November 22, 2013, Supplement No. 20 dated December 20, 2013, Supplement No. 21 dated December 30, 2013 and Supplement No. 22 dated January 28, 2014. Unless otherwise defined in this Supplement No. 23, capitalized terms used herein have the same meanings as set forth in the prospectus.
Description of Real Estate Assets
Probable Investments in Real Estate Assets
North Hills Square Shopping Center.We are evaluating the purchase of a fee simple interest in a 63,829 square foot retail center consisting of two single tenant buildings and one multi-tenant building, known as North Hills Square Shopping Center, located in Coral Springs, Florida, and anchored by a Wal-Mart Neighborhood Market. IREIT Business Manager and Advisor, Inc. has entered into an agreement to acquire a fee simple interest in the property from AM Coral Springs, LLC, an unaffiliated third party, for approximately $11.05 million in cash, plus closing costs. We do not believe closing costs will exceed $55,000. If we decide to acquire this property, IREIT Business Manager and Advisor, Inc. will assign the contract rights to acquire the property to us or one of our subsidiaries. If we acquire the property, we expect to fund 100% of the purchase price with proceeds from our offering and we will pay our business manager an acquisition fee equal to 1.5% of the contract purchase price.
Among the items we are considering in determining to pursue acquiring North Hills Square Shopping Center include, but are not limited to, the following:
| · | The property is anchored by a Wal-Mart Neighborhood Market, which includes a grocery component. |
| · | The property is 98.1% occupied. |
| · | We believe the property is well situated in Coral Springs, Florida. The property is situated approximately 15 miles southwest of Boca Raton and 24 miles northwest of Fort Lauderdale. Within a three mile radius of the property the current population is over 122,000, with an average household income of approximately $93,000 per year. |
| · | North Hills Shopping Center is located on University Drive, a major thoroughfare in the area. |
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As of February 25,2014, North Hills Square Shopping Center was 98.1% occupied and leased to seven tenants. The weighted-average remaining lease term for the tenants occupying the property is approximately seven years. Wal-Mart is the only tenant occupying greater than 10% of the total gross leasable area of the property. Wal-Mart, a multinational retail corporation, leases 52,024 square feet, or approximately 81.5% of the total gross leasable area of the property, and pays annual base rent of approximately $520,240, or approximately 68.1% of the total annual base rent of the property. Wal-Mart’s lease expires in January 2022, and there are ten five – year renewal options, which may be exercised at the option of Wal-Mart as set forth in the lease. The other tenants leasing at least 2,000 square feet are Wendy’s and Manhattan Bagel.
The following table lists, on an aggregate basis, all of the scheduled lease expirations over each of the years ending December 31, 2014 through 2023, and the approximate rentable square feet represented by the applicable lease expirations, at the property.
Year Ending December 31 | Number of Leases Expiring | Approx. Gross Leasable Area of Expiring Leases (Sq. Ft.) | Total Annual Base Rental Income of Expiring Leases ($) | % of Total Annual Base Rental Income Represented by Expiring Leases |
| 2014 | - | - | - | - |
| 2015 | 1 | 1,600 | 32,415 | 4.2% |
| 2016 | - | - | - | - |
| 2017 | 1 | 3,000 | 78,675 | 10.6% |
| 2018 | 3 | 4,205 | 115,104 | 17.3% |
| 2019 | 1 | 1,800 | 29,700 | 5.4% |
| 2020 | - | - | - | - |
| 2021 | - | - | - | - |
| 2022 | 1 | 52,024 | 520,240 | 100.0% |
| 2023 | - | - | - | - |
The table below sets forth certain historical information with respect to the occupancy rate at the property for each of the last five years, expressed as a percentage of total gross leasable area, and the average effective annual base rent per square foot.
Year Ending December 31* | Occupancy Rate as of December 31 | Average Effective Annual Rental Per Square Foot |
| 2013 | 95.3% | $12.06 |
| 2012 | 95.3% | $11.87 |
| 2011 | 94.0% | $12.00 |
| 2010 | 94.0% | $12.00 |
| 2009 | 89.7% | $11.60 |
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We believe that the property is suitable for its intended purpose and adequately covered by insurance. If we decide to acquire the property, we do not intend to make significant renovations or improvements. There are 13 competitive shopping centers located within approximately three miles of the property.
Real estate taxes assessed for the fiscal year ended December 31, 2013 were approximately $192,400. The amount of real estate taxes assessed was calculated by multiplying the property’s assessed value by a tax rate of approximately 2.067% plus the assessed amount for fire and drainage services. We will calculate depreciation expense for federal income tax purposes by using the straight-line method. For federal income tax purposes, we depreciate buildings and land improvements based upon estimated useful lives of 40 and 20 years, respectively.
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Plan of Distribution
The following information is inserted at the end of the section of the prospectus captioned “Plan of Distribution,” which begins on page 207.
Status of the Offering
The following table provides information regarding the total shares sold in our offering as of February 24, 2014. On February 7, 2014, we satisfied our minimum offering requirement in Pennsylvania, and accordingly, we have satisfied our minimum offering requirements in all states and all of IREIC’s subscriptionproceeds have been released from the escrow account maintained by our third-party escrow agent.
| Shares | Gross Offering Proceeds ($) (1) | Commissions and Fees ($) (2) | Proceeds To Us, Before Expenses ($) (3) | |
| From our sponsor in connection with our formation: | 20,000 | 200,000 | – | 200,000 |
Shares sold in the offering: | 8,888,284.239 | 87,726,943 | 7,670,327 | 80,056,616 |
| Shares sold pursuant to our distribution reinvestment plan: | 85,849.294 | 815,568 | – | 815,568 |
| Shares purchased pursuant to our share repurchase program: | – | – | – | – |
| Total: | 8,994,133.533 | 88,742,511 | 7,670,327 | 81,072,184 |
| (1) | Gross proceeds received by us as of the date of this table for shares sold to investors pursuant to accepted subscription agreements. |
| (2) | Inland Securities Corporation serves as dealer manager of this offering and is entitled to receive selling commissions and certain other fees, as discussed further in our prospectus. |
| (3) | Organization and offering expenses, excluding commissions, will not exceed 1.5% of the gross offering proceeds. These expenses include registration and filing fees, legal and accounting fees, printing and mailing expenses, bank fees and other administrative expenses. |
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